Core Viewpoint - Zhejiang Tianzhen Technology Co., Ltd. has revised its Articles of Association to enhance corporate governance and operational standards, ensuring compliance with relevant laws and regulations [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended its Articles of Association to include provisions that protect the rights of shareholders, employees, and creditors, and to clarify the roles of the board of directors and legal representatives [1][2]. - The registered capital of the company is set at RMB 21.6 billion, with specific procedures outlined for changes in capital [2][3]. Legal Representation and Responsibilities - The legal representative of the company is defined as the chairman of the board, who is responsible for executing company affairs [2][3]. - In case of resignation, a new legal representative must be appointed within 30 days [2]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights proportional to their shareholdings, including profit distribution and participation in decision-making processes [10][11]. - The company has established clear guidelines for shareholder meetings and voting rights, ensuring that all shareholders have equal rights [10][11]. Capital Increase and Share Issuance - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [5][6]. - The issuance of shares must adhere to principles of fairness and transparency, ensuring equal rights for all shareholders [5][6]. Acquisition of Own Shares - The company may repurchase its shares under specific conditions, such as capital reduction or employee stock ownership plans, with strict adherence to legal requirements [5][6]. - Any repurchase must be conducted through public trading methods or other legally recognized means [5][6]. Governance and Compliance - The revised Articles of Association emphasize the importance of compliance with laws and regulations, including those set by the China Securities Regulatory Commission [15][16]. - The company has outlined the responsibilities of its controlling shareholders and actual controllers to prevent conflicts of interest and protect the rights of minority shareholders [15][16]. Financial Assistance and Related Transactions - The company must seek board approval for financial assistance exceeding certain thresholds, ensuring that such actions are in the best interest of the company [18][19]. - Related party transactions must be disclosed and approved by the shareholders to maintain transparency and fairness [20][21].
天振股份: 关于修订《公司章程》并办理工商变更登记的公告